OVK billionaire Nesis came to the corporate conflict

EAST Group Alexander Nesis created one of the world's largest freight car manufacturers - the United Railcar Company, but retained only a minority stake in it. After the collapse of the "Moscow banking ring", the shareholders of the HVAC stopped understanding each other.

In 2007, billionaire Alexander Nesis, along with his partners in the ICT group, moved to the tiny town of Tikhvin near St. Petersburg, where he registered and started paying taxes. A few years before, ICT had already revived the construction of a ferrochrome plant at Tikhvin Transmash's facilities, which it later sold to Mechel. And in 2008 I launched one of my most successful projects - the United Carriage Company (OVK), built around the remnants of Transmash, built around the $ 1.5 billion built by the Tikhvin Carriage Works.

Today, the HVAC is the largest producer of cars in Russia. In 2017, the company produced 19,500 pastures - only the Chinese CRRC (37,500) produces more worldwide.

But in the corporation itself, not everything is smooth. Today, IST owns a modest stake in 9.5% of the OVK, the company's largest shareholders are Nesis' ex-partners in the Otkrytie bank and participants in the so-called "Moscow banking ring", whose last year's crash struck many companies involved in its orbit. HVAC is no exception, a corporate conflict unfolds inside the company. The group "Safmar" of the family of Mikhail Gutseriev since March demands from the OVK to redeem 10.4% of its own shares (they are owned by pension funds of "Safmar"). The Director General of the HVAC, Roman Savushkin, believes that this will entail "serious losses" for the company and, possibly, a halt in activities.

What caused the conflict of the shareholders of the HVAC and how will it affect the manufacturer of the cars?

Exodus of Nesis

The ICT group began to reduce its stake in the HVAC in 2015. In April, the company held an IPO on the Moscow Stock Exchange, placing 12.22% of its shares for 9 billion rubles. Of this amount directly to the HVAC received about 4 billion rubles. Another group sold about 5 billion rubles in the ICT. More than 50 investors took part in the IPO. However, the largest packages bought partners Nesis from the Czech fund PPF, as well as a group of Ronin Partners, created by immigrants from Nomos Bank, which the billionaire sold to the "Discovery".

By the end of 2015, the ICT reduced the share in HVAC to 49.98%. Ronin Partners at that time owned 13.10% of the company, another 36.92% accounted for other shareholders, according to the annual report of the OVK. As Forbes found out, these other shareholders were pension funds belonging to Boris Mints's Future (The Future, Stalfond and Telecom-Union) and Vadim Belyaev's "Discovery" and NPF partners in the power industry and Lukoil-Garant : they all owned OVK shares for 27.2 billion rubles. The son of Boris Mints Igor and the representatives of the "Discovery" entered the board of directors of the car building company. In addition to the HVAC shares, these funds bought by the end of 2015 almost the entire volume of bonds for 30 billion rubles, issued by the subsidiary structure of the company "OVK Finance". The "Discovery" and Mints funds invested in other projects of Nesis, for example, the Baltic Urea Plant (BKZ) near Ust-Luga, the construction of which the IST eventually froze.

ICT continued to reduce its stake in OVK and in 2016-2017, when among the shareholders of the corporation appeared, for example, APF group Safmar. The representative of IST claims that most of the sales were carried out on the exchange market. However, sometimes the shares went to the ICT creditors, when the group sold shares under the repurchase agreement with the obligation of repurchase, but did not commit it. "By mutual agreement, the creditor left the shares at his place and became a shareholder of the company," the representative of the ICT explained the essence of one of these transactions. How much the group benefited from the sale of shares, he does not disclose.

As a result, at the end of 2017, at least 48.2% of the shares in the OVK were collected by the structures of the groups Safmar, Otkrytie and Future. All of them were among the participants in the "Moscow banking ring", connected by cross-transactions to tens of billions of rubles. In the second half of 2017, the Central Bank actually "ripped the ring", sending to the rehabilitation of FC Otkritie, Binbank Mikail Shishkhanov and Promsvyazbank of the Ananiev brothers. The partnership relations built up over several years collapsed. "After that, some shareholders of the HVAC began pursuing their own interests, not related to the interests of the company," Forbes explained a source close to one of the company's owners. According to him, it is the disconnection of shareholders, who until recently had adhered to one strategy, led to the emerging corporate conflict.

Former friends

The formal reason for the conflict was an extraordinary meeting of shareholders of the HVAC in March 2018. It was to approve several major transactions: the subsidiaries of the HVAC required security under contracts with the State Transport Leasing Company (GTLK). Before that, the board of directors of the HVAC established that minority shareholders disagreeing with the transaction can present shares of the company to buyback at a price of 797.19 rubles per share. This was also used by the group "Safmar", who did not vote for the deal with GTLK. However, the board of directors of the OVK did not approve the purchase of shares from the NPF Gutseriev. And the general director and the minority shareholder of the OVK, Roman Savushkin, tried to challenge the redemption through the court: he filed a lawsuit against the OVK, in which he asserted that bargains on sureties should not have been brought to the shareholders' meeting.

"Transactions relate to the usual economic activities of the company associated with the production and supply of freight cars, and are within the competence of the general director," Forbes spokesman said. The right of minority shareholders of companies to present their shares for redemption in case they did not support the opinion of the majority when approving a major transaction is guaranteed by law, says Anton Sitnikov, partner and head of corporate practice at law firm Bryan Cave Leighton Paisner. "Once the board of directors made these deals for approval at the shareholders' meeting, it means that their approval was most likely in their competence," Sitnikov says. - In this case, the law is likely on the side of the group "Safmar", which managed to take advantage of the situation. "

Last week, the Arbitration Court denied Savushkin his suit. The CEO plans to appeal this decision to prevent "serious losses" to society and to ensure "continuity" of the HVAC. Ahead of the company is another trial: now, "Safmar" requires the OVK to redeem its shares through the court.

"Our main interest is the protection of pension savings funds entrusted to us by customers," Forbes said in the group "Safmar". According to the representative of the group, in 2015, the funds of the group had positive forecasts for the stock market, according to which they gradually increased the share of OVK shares in the portfolio. "At present, we prefer a more conservative strategy, so we reduce the share of shares in the portfolios of funds, replacing them with instruments with a fixed yield," the representative of "Safmar" said. "Fund management companies decided to take advantage of the legitimate right to present the securities for redemption, while we considered it economically expedient in terms of the interests of the insured persons."

The money for "Safmar" will not be superfluous. The shares in the funds belong to the company "Safmar financial investments", it also owns 49% of the insurer VSK, one of the major clients of which was the collapsed developer Urban Group. Recently, Fitch has placed the ratings on VSK for review with the possibility of a downgrade: the insurance company needs to create a reserve of 9.7 billion rubles under the Urban Group liability insurance policies.

The future of the HVAC

An attempt by Roman Savushkin to challenge the court decision will at best help delay the repurchase of shares from the Safmar funds, but not to cancel it.

The transformation of HVAC into one of the world leaders was financed by IST mainly due to borrowed funds. As a result, according to the annual accounts for 2017, the company's debts are 105.8 billion rubles. The company's bank loans account for 82.1 billion rubles. The debt / EBITDA ratio at the end of 2017 is at the level of 8.9, the director for corporate ratings "Expert RA" Alexander Tarannikov has calculated. The court proceedings related to the offer certainly have a negative impact, she agrees. However, they are likely to drag out, so large payments should not be expected in the very near future, says Tarannikova. "Payment of the claim, in the event of such an obligation, will require the attraction of external financing. Completion of the investment stage in the company and positive prerequisites for the growth of operating cash flow allow us to expect an acceptable level of coverage for servicing additional liabilities, which makes this scenario admissible, "the expert believes.

General Director of Infoline Analytics Mikhail Burmistrov notes that the debt load factor for the OVK has recently declined: "In 2017, on the wave of market growth, HVAC was able to once again increase revenues and EBITDA without subsidies, while the ratio of net debt to EBITDA decreased from 14 (in 2015) to 8. Now there are all prerequisites for further improving the financial position of the company, primarily because its portfolio of orders is scheduled for two years ahead. "

Immediately after the start of the corporate conflict, the quotes of the HVAC at the Mossbirge collapsed. Now the company's shares are traded at 600 rubles per share, while on the IPO they sold 700 rubles each. OVK does not have a controlling shareholder, but there is the largest, on which the company depends more than others. This is FC Otkrytie, which is controlled by the state. Through the pension funds Otkrytie owns 24.2% of the OVK, the bank is the main creditor of the company, which owes him 61.6 billion rubles - more than half of the portfolio of debt obligations of the OVK.

In late May, Mikhail Zadornov, Chairman of the Board of FC Otkritie, told RBC that he considered the HVAC as a healthy business. "In this cycle, the demand for wagons is growing," he explained. - Perhaps, it is the obligations of the HVAC, including bonded ones, that will remain on our balance sheet. The company has a fairly large amount of debt, but we have every opportunity to gradually reduce this debt. "